1 

FEDERAL ELECTION COMMISSION

1050 FIRST STREET, N.E.

WASHINGTON, D.C. 20463

BEFORE THE FEDERAL ELECTION COMMISSION

In the Matter of ) 

 ) MUR 7464

LZP, LLC and ) 

Independence and Freedom Network, Inc. ) 

) 

STATEMENT OF REASONS OF VICE CHAIRMAN SEAN J. COOKSEY

AND COMMISSIONERS ALLEN J. DICKERSON AND JAMES E. “TREY” TRAINOR, III

The Federal Election Campaign Act (“FECA” or the “Act”) of 1971, as amended, 

provides that after the Commission finds reason-to-believe (“RTB”) a violation of the 

Act has occurred, the Commission “shall make an investigation of such alleged 

violation.”1 Following the investigation, our Office of General Counsel (“OGC”) must 

make a recommendation as to whether “there is probable cause to believe that any 

person has committed...a violation of the Act.”2 At that stage, respondents are 

entitled to file a brief in opposition to OGC’s recommendation and request a hearing.3

That process played out here, and OGC ultimately recommended that we find 

probable cause that three entities violated the Act’s prohibition on contributions 

made in the name of another: LZP, LLC; Independence and Freedom Network, Inc. 

(“IFN”); and Honor and Principles PAC (“Honor PAC”).4 We voted against those 

1 52 U.S.C. § 30109(a)(2).

2 52 U.S.C. § 30109(a)(4)(A)(i). Just as reason-to-believe is often transmuted into the administrative 

parlance of “RTB,” probable cause is often referred to as “PC.” E.g. Supp. Statement of Reasons of Vice 

Chair Dickerson at 3, 4, 8, 9, MUR 7165/7196 (Jesse Benton), Oct. 13, 2021.

3 This is unlike the procedures at the RTB stage, where OGC’s General Counsel’s Report has no explicit 

statutory basis, and to which respondents are not afforded an opportunity to directly respond. Instead, 

OGC’s RTB recommendations—which are often supplemented with publicly available information 

outside of the four corners of the complaint—merely take into account the respondent’s initial reply to 

a complaint, which may bear little resemblance to OGC’s final analysis.

4 52 U.S.C. § 30122; Gen’l Counsel’s Br. at 22, MUR 7464 (LZP, LLC, et al.), Mar. 1, 2023 (“LZP Gen’ 

Counsel’s Br.”); Gen’l Counsel’s Br. at 22, MUR 7464 (Honor and Principles PAC), Mar. 1, 2023.

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recommendations, and we write here to explain why we instead invoked the agency’s 

prosecutorial discretion and dismissed the allegations against IFN and LZP.5

I. THE LAW GOVERNING CONTRIBUTIONS IN THE NAME OF ANOTHER

The Act provides that “[n]o person shall make a contribution in the name of 

another person or knowingly permit his name to be used to effect such a contribution, 

and no person shall knowingly accept a contribution made by one person in the name 

of another person.”6 The Commission’s regulations further state that “[n]o person 

shall...[m]ake a contribution in the name of another” and subsequently provides a 

non-exhaustive pair of relevant examples.7

 

The courts of appeal have imposed their own glosses on the statutory text, 

typically by affirming that the statute reaches so-called “straw donor” arrangements: 

where A gives a contribution to B with the intention that B immediately transfer 

those funds to C, but C, whether unknowingly or corruptly, reports the donation as 

coming from B, rather than A.8 

For example, the D.C. Circuit has simply (and unhelpfully) described the 

name-of-another prohibition as a “provision requiring contributions to be made in the 

name of the source of the funding.”9 But other courts have gone further. The Ninth 

Circuit, after reviewing “the text, purpose[,] and structure of” the ban, concluded that 

§ 30122 “unambiguously applies to a defendant who solicits others to donate to a 

5 Heckler v. Chaney, 470 U.S. 821 (1985); 2d Certification at 1, MUR 7464 (LZP, LLC, et al), Apr. 6, 

2023. A majority of the Commission found no-PC regarding the allegations against Honor and 

Principles PAC, and those commissioners have explained their reasoning in a separate statement. 1st

Certification at 1, MUR 7464 (LZP, LLC, et al.), Apr. 6, 2023; Statement of Reasons of Vice Chairman 

Cooksey, and Comm’rs Dickerson and Trainor, MUR 7464 (Honor and Principles PAC), July 5, 2023; 

Statement of Reasons of Chair Lindenbaum and Comm’r Broussard, MUR 7464 (Honor and Principles 

PAC), July 5, 2023. 

6 52 U.S.C. § 30122. 

7 11 C.F.R. § 110.4(b)(1). The two examples provided are “[g]iving money or anything of value, all or 

part of which was provided to the contributor by another person (the true contributor) without 

disclosing the source of money or the thing of value to the recipient candidate or committee at the time 

the contribution is made...[and]...[m]aking a contribution of money or anything of value and 

attributing as the source of the money or thing of value another person when in fact the contributor is 

the source.” 11 C.F.R. § 110.4(b)(2).

8 United States v. O’Donnell, 608 F.3d 546 (9th Cir. 2010); United States v. Boender, 649 F.3d 650 (7th 

Cir. 2011); United States v. Whittemore, 776 F.3d 1074 (9th Cir. 2015).

9 Doe, 1 v. Fed. Election Comm’n, 920 F.3d 866, 871 (D.C. Cir. 2019).

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candidate for federal office in their own names and either advances the money or 

promises to—and does—reimburse them for the gifts.” 10 And the Seventh Circuit has 

similarly determined that the statute reaches conspiracies “in which one solicits 

another to deliver funds to a campaign, and either advances or promises to reimburse 

the expenditure.”11 

These cases, taken together with the text of our statute and regulations, help 

illuminate the applicable standard. Accordingly, we conclude that a person makes a 

contribution in the name of another when he or she knowingly: (1) solicits a person 

to make a contribution to a federal candidate or political committee in that person’s 

own name, and (2) either advances the contributed funds or promises to – and does – 

reimburse the contribution.

II. ALLEGATIONS, INVESTIGATIONS, AND DEFENSES

At the RTB stage, it was alleged that during the 2018 election IFN created LZP 

as a mechanism to make several contributions totaling $270,000 to Honor and 

Principles PAC, which were improperly reported as coming from LZP, not IFN.12 In 

other words, the Commission was asked to determine whether there was reason to 

believe that IFN solicited LZP to make a contribution in LZP’s name, and advanced 

the funds for it to do so.13

On May 20, 2021, the Commission unanimously found RTB that IFN and LZP 

violated the Act’s name-of-another prohibition.14 We also unanimously found15 that 

an unknown source was responsible for seeding the money used by LZP.16 

10 O’Donnell, 608 F.3d at 555. 

11 Boender, 649 F.3d at 660.

12 First Gen’l Counsel’s Report (“FGCR”) at 2, MUR 7464 (LZP, LLC, et al.), Apr. 23, 2021.

13 Id. at 15-16.

14 Certification at 1, MUR 7464 (LZP, LLC, et al.), May 20, 2021. 

15 The Commission fractured over how to handle the reporting of some of these contributions. Id. at 2. 

Regardless, the LLC attribution issue was not before the Commission at the PC stage, as OGC merely 

advanced a garden-variety name-of-another violation. 

16 Id. OGC ultimately did not recommend a PC finding against the unknown person(s). See LZP Gen’l 

Counsel’s Br. at 20.

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The Commission commenced an investigation, which lasted more than 18 

months and was conducted both through formal process17 and “informal” discovery. 

During this lengthy period, the Commission’s investigation veered well past the 

initial issue of “Who gave the money to LZP?,” which was the basis of its RTB vote.18 

In particular, having quickly discovered the identity of the source of funds to 

LZP – Respondent Ohio Works19 – OGC sought, informally and without Commission 

approval, information about, inter alia, the financial supporters of Ohio Works. 

Government agents in turn spoke to some of those persons, despite there being no 

evidence that those contributors gave to Ohio Works for the purpose of giving money 

to LZP.20 We should not have done this. It was both unnecessarily invasive and 

unnecessarily time-consuming,21 especially as applied to “two dissolved nonprofit 

17 Cert. at 1, MUR 7464 (Independence and Freedom Network, Inc. et al.: Circulation of Discovery 

Documents), Nov. 15, 2022. 

18 FGCR at 13 (“The record in this [M]atter supports a finding that there is reason to believe that 

Unknown Respondents violated the Act’s prohibition against contributions in the name of another by 

making contributions through LZP, that IFN, Ray McVeigh, and LZP violated the Act by knowingly 

permitting LZP’s name to be used to effect such contributions, and that Honor PAC knowingly accepted 

those contributions”). 

19 Second Gen’l Counsel’s Report at 3, 8, MUR 7464 (Ohio Works, et al.), May 5, 2023.

20 As the D.C. Circuit has recognized, such forays into the inner workings of civil society groups are 

extraordinarily constitutionally sensitive. See Am. Fed’n of Labor-Congress of Indus. Orgs. v. Fed. 

Election Comm’n, 333 F.3d 168, 179 (D.C. Cir. 2003) (“AFL-CIO”) (“[T]he Commission must attempt 

to avoid unnecessarily infringing on First Amendment interests where it regularly subpoenas 

materials of a ‘delicate nature...represent[ing] the very heart of the organism which the [F]irst 

[A]mendment was intended to nurture and protect’”) (quoting Fed. Election Comm’n v Machinists NonPartisan Political League, 655 F.2d 380, 388 (D.C. Cir. 1981)) (ellipses and second brackets in original).

This is especially true where the Commission’s informal investigation discovers associational 

information it is not legally entitled to know. "When it comes to the freedom of association, the 

protections of the First Amendment are triggered not only by actual restrictions on an individual’s 

ability to join with others to further shared goals. The risk of a chilling effect on association is enough, 

‘[b]ecause First Amendment freedoms need breathing space to survive.’” Ams. for Prosperity Found. 

v. Bonta, 594 U.S. __; 141 S. Ct. 2373, 2389 (2022) (quoting NAACP v. Button, 371 U.S. 415, 433 

(1963)); Buckley v. Valeo, 424 U.S. 1, 64 (1976) (per curiam) (“[C]ompelled disclosure, in itself, can 

seriously infringe on privacy of association and belief guaranteed by the First Amendment”). This is 

so, “‘[e]ven if there [is] no disclosure to the general public,’” and even if “donors might not mind—or 

might even prefer—the disclosure of their identities to the State.” Bonta, 141 S. Ct. at 2388 (quoting

Shelton v. Tucker, 364 U.S. 479, 486 (1960) (brackets in original)). 

21 Probable Cause Reply Br. of LZP/IFN (“PC Br.”) at 1 (“It has been 1,681 days since the Complaint 

was filed in this matter, and an even longer 1,815 days since the alleged activity triggering the 

Complaint occurred, and yet, we might as well be back in 2021 at the very start of the...post-RTB

investigation”).

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organizations with no money,” leaving us “with no prospect of collecting civil 

penalties.”22 

Throughout this interminable process, IFN and LZP “never disputed that IFN 

transferred the funds to LZP that were used to make the contributions to Honor and 

Principles PAC,” and “consistently maintained that, with the guidance of advice from 

counsel, LZP was created as IFN’s disregarded entity because IFN sought to separate 

and organize its spending for purposes of simplifying its accounting procedures, and 

LZP believed, after consulting counsel, that it was required to convey its contribution 

to Honor PAC in its own name under Ohio corporate law.”23 In other words, 

Respondents pled mistake, not malevolence, and they did so by pointing to 

Commission guidance that, in their view, suggested that a lack of malign intent was 

dispositive in their favor.24

In addition, we were presented with a brief from the Office of General Counsel 

that relied, in substantial part, upon assertions of fact based upon unrecorded and 

unsworn statements allegedly made in informal meetings between witnesses and 

OGC attorneys.25 Respondents cried foul, challenging – through a sworn affidavit – a 

number of the factual predicates undergirding OGC’s recommendation.26 The 

Commission was forced to decide this evidentiary contest, culminating in an agency 

vote to “[d]etermine that in considering probable cause in MUR 7464, it will not 

consider factual assertions made in the probable cause brief that are based upon any 

withheld document or informal investigatory activity, to include any unsworn 

22 Id. at 1.

23 Id. at 2 (citation and quotation marks omitted). This was mistaken, but it is hardly the first time 

that counsel has been confounded by FECA and its attendant regulations. Tr. of Oral Arg. 17, 

McCutcheon v. Fed. Election Comm’n, 572 U.S. 185 (Oct. 8, 2013) (Scalia, J.) (“'I agree that – that this 

campaign finance law is so intricate that I can’t figure it out”). 

24 PC Br. at 2, n.13 (citing Statement of Reasons of Vice Chair Dickerson and Comm’rs Cooksey and 

Trainor at 4-5, MUR 7754 (Pacific Envtl’l Coal.), Dec. 1, 2021); id. at 8, n.33 (citing Supp. Statement 

of Reasons of Chairman Peterson and Comm’rs Hunter and Goodman at 2, MURs 

6485/6487/6488/6711/6930 (W Spann LLC, et al.), Apr. 18, 2016). 

25 Id. at 4-6.

26 Id. at Ex. A (“Declaration of Tom Norris”); id. at 1-2 (“OGC’s assertions and characterizations

concerning interviews with two consultants for IFN are particularly striking, so much so in fact that

Respondents are providing the attached sworn declaration from one of these consultants refuting 

OGC’s assertions and characterizations in an effort to correct the record”). 

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interview.”27 In a conflict between refreshed recollections and sworn testimony, we 

could hardly have done otherwise.28 

Worse yet, the delays caused by OGC’s investigation imperiled our jurisdiction.

FECA sets that clock at five years, and we were graced with sixty days—but no 

more—of tolling from Respondents. Because the Act requires us to engage in 

conciliation for thirty days before commencing an enforcement action, 29 and because

the statutorily-required probable cause briefing did not conclude until March 16, 

2023, by the time the Commission was in a position to vote on the PC 

recommendation, the agency was rapidly running out of runway to prepare a tricky 

and complicated case for federal court before a majority of the case expired in late 

May.30

III. THE COMMISSION DECLINED TO FIND PROBABLE CAUSE IN AN EXERCISE 

OF PROSECUTORIAL DISCRETION. 

When faced with a possible violation of the Act, we “must not only assess 

whether a violation has occurred, but whether agency resources are best spent on this 

violation or another, whether the agency is likely to succeed if it acts, whether the 

particular enforcement action requested best fits the agency's overall policies, and, 

indeed, whether the agency has enough resources to undertake the action at all.”31 

When we voted to find RTB against LZP and IFN, we believed that a relatively 

straightforward investigation would solidify the record, explain the timing of LZP’s 

27 Cert. at 1, MUR 7464 (LZP, LLC, et al.), Mar. 28, 2023.

28 See Statement of Reasons of Chairman Dickerson and Comm’r Trainor at 3, MUR 7535 (Leah for 

Senate, et al.), March 28, 2022 (“Moreover, we have conclusive evidence that no specific solicitation 

was ever made. Ms. Vukmir and Mr. Uihlein both provided the Commission with categorical, sworn 

denials that they ever spoke to one another...we must credit the sworn statement”) (internal quotation 

marks and citation omitted); Statement of Reasons of Vice Chair Dickerson and Comm’rs Cooksey and

Trainor at 9, MURs 7370/7496 (New Republican PAC, et al.), July 21, 2021 (“But this is speculation, 

and speculation directly refuted by the record before us. Ms. Hazelwood’s affidavit provides a 

categorical denial of any improper collusion...If this is so, and we must assume that it is absent 

credible counterevidence...”). 

29 “[I]f the Commission determines, by an affirmative vote of 4 of its members, that there is probable 

cause to believe...the Commission shall attempt, for a period of at least 30 days, to correct or prevent 

such violation by informal methods of conference, conciliation, and persuasion, and to enter into a 

conciliation agreement with any person involved.” 52 U.S.C. § 30109(a)(4)(A)(i). 

30 As noted supra, Respondents also asserted that they lacked the ability to pay a financial penalty. 

 

31 Heckler, 470 U.S. at 831. 

. 

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contribution to Honor and Principles PAC, and identify the source of funds provided 

to IFN for that transaction.32 But, as this Matter proves, an RTB finding does not 

guarantee a finding of probable cause. PC is a heightened form of review,33 and 

requires the conscious building of a record that is subsequently likely to succeed in 

federal court should conciliation fail.34

Instead, as noted above, OGC’s investigation ballooned in a manner 

inconsistent with the “delicate nature” of our mission: “the regulation of core 

constitutionally protected activity.” 35 This investigation, which went far beyond 

anticipated bounds and reached well past the legal theory actually approved by the 

Commission, took almost two years.

At that point, we were faced with Respondents which barely existed on paper 

and had no resources to speak of, who over five years ago, in reliance on advice of 

counsel and guidance published on this agency’s letterhead,36 chose to route 

32 Factual and Legal Analysis at 9, MUR 7464 (Unknown Respondents) (“The record in this matter 

supports a finding that there is reason to believe that Unknown Respondents violated the Act’s 

prohibition against contributions in the name of another by making contributions through LZP to 

Honor PAC. LZP implies that it was provided funds by its purported single member to make the 

contributions to Honor PAC and does not dispute the assertion that it appears to have engaged in no 

activity other than making the contributions at issue and appears to have been formed solely to make 

contributions using the funds of another”).

33 One of us has suggested that “[t]he evidence required to move from an RTB finding to a PC 

finding...may be analogized to the difference between the evidence a peace officer needs to stop a 

vehicle versus what she needs to arrest someone.” Statement of Reasons of Vice Chair Dickerson at 4, 

MURs 7165/7196 (Jesse Benton), Oct. 13, 2021.

34 Filing suit without such a factual record would require us to embark on a “self-defeating path [that] 

would risk making bad law and wasting the agency’s litigation resources.” Statement of Reasons of 

Chairman Dickerson and Comm’rs Cooksey and Trainor at 6, MURs 7581/7614 (Yang/Gong), Sept. 6, 

2022.

35 AFL-CIO, 333 F.3d at 170 (citation and quotation marks omitted). 

 

36 PC Br. at 9-10 (“This intent requirement was discussed in detail in the controlling Statement of 

Reasons in MURs 6485, 6487, 6711, and 6930, in which those Commissioners explained: ‘[T]he proper 

focus in these [M]atters is whether the funds used to make a contribution were intentionally funneled 

through a closely held corporation or corporate LLC for the purpose of making a contribution that 

evades the Act’s reporting requirements, making the individual, not the corporation or corporate LLC, 

the true source of the funds. Thus, in matters alleging section 30122 violations against such entities, 

the Commission will examine whether the available evidence establishes the requisite purpose’...In 

short, intent matters.” (second bracket supplied, citations omitted, emphasis in original).

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donations through a separate, disregarded entity.37 While we believe that 

Respondents’ reading of the Act is wrong, it was not intentionally so. 

Worse, due to errors made by the Commission in investigating this Matter, 

enforcement would have been unusually difficult. Because OGC’s recommendations 

relied upon information directly contradicted by sworn testimony, the Commission 

was vulnerable to extensive and burdensome discovery were this Matter to proceed 

to litigation, which would drain our limited resources and risk making bad law (for 

us and others). And because virtually all of the case had been lost to the statute of 

limitations by the time we voted, there was little upside to compensate for these risks.

As the Supreme Court has recognized, “an agency decision not to enforce often 

involves a complicated balancing of a number of factors which are peculiarly within 

its expertise.” 38 So it was here. 

Having considered the Respondents’ lack of malicious intent, their reliance 

upon the advice of counsel, the press of time as to the statute of limitations, the 

relatively small amount-in-violation remaining under the statute of limitations, the 

litigation risk to the agency, and the Respondents’ limited resources, we could not 

justify further pursuit of this Matter. 

CONCLUSION

For the foregoing reasons, we declined to proceed with further enforcement

consistent with our prosecutorial discretion. 

37 See id. at 9-11; cf. Citizens United v. Fed. Election Comm’n, 558 U.S. 310, 324 (2010) (“The First 

Amendment does not permit laws that force speakers to retain a campaign finance attorney, conduct 

demographic marketing research, or seek declaratory rulings before discussing the most salient 

political issues of our day”). 

38 Heckler, 470 U.S. at 831.

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_________________________________ _________________________

Sean J. Cooksey Date

Vice Chairman

_________________________________ _________________________

Allen Dickerson Date

Commissioner

_________________________________ _________________________

James E. “Trey” Trainor, III Date

Commissioner

July 7, 2023

July 7, 2023

July 7, 2023

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